8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 3, 2021

Date of Report (Date of earliest event reported)

Vontier Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-39483	84-2783455
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Vontier Corporation 5438 Wade Park Boulevard, Suite 600 Raleigh, North Carolina	27607
(Address of principal executive offices)	(Zip Code)

(984) 275-6000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock, par value $.0001 per share	VNT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events

On March 3, 2021, Vontier Corporation issued a press release announcing the commencement of an offering of $1.6 billion aggregate principal amount of its senior unsecured notes in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibits are filed with this report.

Exhibit No.	Description
99.1	Press Release, dated March 3, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VONTIER CORPORATION (Registrant)
Date: March 3, 2021	By:	/s/ Courtney Kamlet
	Name:	Courtney Kamlet
	Title:	Vice President – Associate General Counsel and
		Corporate Secretary

EX-99.1

Exhibit 99.1

Press Release

Vontier Announces Pricing of Private Offering of $1.6 Billion of Senior Notes

RALEIGH, N.C. – Mar. 3, 2021 – Vontier Corporation (“Vontier”) (NYSE: VNT), announced today the pricing of its previously announced private offering of $500 million aggregate principal amount of 1.800% senior notes due 2026 (the “2026 notes”), $500 million aggregate principal amount of 2.400% senior notes due 2028 (the “2028 notes”), and $600 million aggregate principal amount of 2.950% senior notes due 2031 (the “2031 notes”) (collectively, the “Notes”). The Notes will be Vontier’s senior unsecured obligations and will be guaranteed by certain of its subsidiaries. The sale of the Notes is expected to close on March 10, 2021, subject to customary closing conditions.

Vontier expects the net proceeds of the offering to be approximately $1.59 billion, after deducting commissions and before offering expenses payable by Vontier. Vontier intends to use the net proceeds from the offering of the Notes to repay certain of its existing indebtedness, including the repayment in full of its two-year term loan and $400 million of its three-year term loan. It expects to use the remainder of the net proceeds for working capital and other general corporate purposes, which may include capital expenditures, potential acquisitions, or strategic transactions.

The issuance of the Notes and the guarantees has not been, and will not be, registered under the Securities Act, or under any U.S. state securities laws or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT VONTIER

Vontier is a global industrial technology company focused on transportation and mobility solutions. The company’s portfolio of trusted brands includes market-leading expertise in mobility technologies, retail and commercial fueling, fleet management, telematics, vehicle diagnostics and repair, and smart cities end-markets. Vontier’s innovative products, services, and software advance efficiency, safety, security, and environmental compliance worldwide.

Guided by the proven Vontier Business System and an unwavering commitment to continuous improvement and customer success, Vontier keeps traffic flowing through more than 90,000 intersections, serves more than 260,000 customer fueling sites, monitors more than 480,000 commercial vehicles, and equips over 600,000 auto technicians worldwide. Vontier’s history of innovation, margin profile, and cash flow characteristics are expected to support continued investment across a spectrum of compelling organic and capital deployment growth opportunities. Vontier is mobilizing the future to create a better world.

Vontier and the Vontier logo are registered trademarks of Vontier Corporation. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders.

Contact

Lisa Curran

Vice President, Investor Relations

Vontier Corporation

5438 Wade Park Boulevard, Suite 600

Raleigh, NC, 27607    

(984) 275-6000    

# # #

Cautions Regarding Forward-Looking Statements

Certain statements in this press release, including, among others, the proposed terms of the Notes and the related guarantees, the size of the Notes offering, and the expected use of the proceeds from the sale of the Notes, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “should,” or “anticipates,” and similar expressions. All forward-looking statements in this press release are made based on Vontier’s current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are economic conditions and markets (including current financial conditions), exchange rate fluctuations, risks associated with decisions to expend cash reserves for various uses in accordance with Vontier’s capital allocation policy such as debt prepayment, stock repurchases or acquisitions rather than to retain such cash for future needs, risks associated with Vontier’s leverage and restrictive covenants in Vontier’s debt agreements that may be in place from time to time, and risks involving governmental regulation. Additional factors that could cause results to differ materially from those projected in the forward-looking statements are contained in Vontier’s Annual Report on Form 10-K for the year ended December 31, 2020 and other of Vontier’s filings with the SEC. Vontier assumes no obligation to update such information, except as may be required by law.

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XML

Document and Entity Information	Mar. 03, 2021
Cover [Abstract]
Entity Registrant Name	Vontier Corp
Amendment Flag	false
Entity Central Index Key	0001786842
Document Type	8-K
Document Period End Date	Mar. 03, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-39483
Entity Tax Identification Number	84-2783455
Entity Address, Address Line One	Vontier Corporation
Entity Address, Address Line Two	5438 Wade Park Boulevard
Entity Address, Address Line Three	Suite 600
Entity Address, City or Town	Raleigh
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27607
City Area Code	(984)
Local Phone Number	275-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $.0001 per share
Trading Symbol	VNT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false